READ THE TERMS OF THIS SOFTWARE LICENSE AGREEMENT GOVERNING THE USE OF THE SOFTWARE AND RELATED DOCUMENTATION CAREFULLY BEFORE USING THE SOFTWARE.
1. Introduction and Acceptance. This Denodo Developer Software License Agreement (the "Agreement") is a legal agreement between you (either an individual or an entity) and Denodo Technologies Inc. with offices at 525 University Avenue, Suite 31, Palo Alto, CA 94301, USA (the "Licensor") governing your use of Licensor's software product entitled Denodo Developer (formerly Denodo Express), together with any related documentation (collectively, the "Software").
If the Software is licensed by an employee or other representative on behalf of an entity, such individual REPRESENTS AND WARRANTS THAT HE OR SHE HAS FULL AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF, AND TO BIND, THAT ENTITY.. In this Agreement, "you" and "your" shall mean, as applicable according to the preceding sentence, either the individual accepting this Agreement on his or her own behalf or the entity on whose behalf the Software is licensed.
CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND THAT YOU ARE ENTERING A LEGALLY BINDING CONTRACT WITH THE LICENSOR. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT ACCEPT IT AND DO NOT INSTALL OR USE THE SOFTWARE. ANY COPIES OF THE SOFTWARE MUST BE DESTROYED OR DELETED.
2. Grant of License. Subject to the your compliance with the terms and conditions of this Agreement, Licensor hereby grants you a non-exclusive, non-transferable, limited license during the License Term (defined below) to install and use one (1) copy of the applicable version of the Software in object code format only, on a single computer for use by a single individual.
The Software may be used solely for the purpose of developing, testing, prototyping and demonstrating IT applications, including commercial or production use, provided that such use is not on a "service bureau", hosted, managed services, timesharing, or outsourcing basis.
For purposes of this Agreement, the Software is deemed "in use" on a computer when it is loaded into the temporary memory (i.e., RAM) or installed into the permanent memory (e.g., hard disk, CD-ROM, or other storage device). Software, documentation and related materials, if any, may be made available by Licensor through its website.
3. Ownership. The license granted under this Agreement does not constitute a transfer or sale of Licensor's ownership rights in or to the Software. Except for the limited license rights expressly granted herein, Licensor retains all right, title and interest in and to the Software, including all patents, copyrights, trade secrets, trademarks, and other intellectual property rights.
You acquire no ownership rights in the Software or in any copies thereof. The Software is protected by applicable intellectual property laws and regulations, including United States copyright laws and international treaties.
4. Certain Additional License Restrictions. YOU SHALL NOT, AND SHALL NOT PERMIT ANY THIRD PARTY TO, RENT, LEASE, SUBLICENSE, SELL, ASSIGN, LOAN OR OTHERWISE TRANSFER OR MAKE AVAILABLE THE SOFTWARE, IN WHOLE OR IN PART, OR ANY RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT, WHETHER VOLUNTARILY, BY OPERATION OF LAW, OR OTHERWISE, WITHOUT LICENSOR’S PRIOR WRITTEN CONSENT.
You shall not, and shall not permit any third party to: (i) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software, except to the extent the foregoing restriction is expressly prohibited by applicable law, or allow any person or entity to do so; (ii) remove, alter, obscure, or destroy any copyright notices or other proprietary markings on the Software or related documentation; (iii) modify or adapt the Software, merge the Software into another program or create derivative works based on the Software; (iv) use, copy, or distribute the Software without Licensor's written authorization, except that you may make one copy of the Software for archival or back-up purposes only; or (v) print copies of any user documentation provided in "online" or electronic form. You may not, and you agree not to (a) use the Software to provide third party training or (b) disclose to any third party any results of Software benchmark, performance, or comparative testing of the Software.
Any attempt to exercise rights not expressly granted under this Agreement shall be null and void and constitute a material breach of this Agreement.
5. Use of Forums and Public Communication. Licensor may, but is not obligated to, monitor, review, or moderate any areas on the Denodo websites or related platforms that allow users to transmit or post, content, messages, or other communications (collectively, "Communications").
Licensor does not control, endorse, or assume responsibility for any Communications and disclaims all liability arising from or relating to such Communications, including any liability under laws relating to copyright, libel, defamation, privacy, obscenity, or otherwise. Participation in Communications is at your own risk, and you acknowledge that such Communications may be available to an international audience.
Licensor retains the right, in its sole discretion, to remove Communications that it deems abusive, defamatory, obscene, unlawful, or otherwise unacceptable, but has no obligation to do so. Managers and hosts are not authorized Denodo spokespersons, and their views do not necessarily reflect those of Licensor.
6. Confidentiality. You shall maintain the Software and all non-public information disclosed by or on behalf of Licensor in strict confidence, including, without limitation any technical data, research, product plans, specifications, designs, know-how, or other proprietary information made available to you, either directly or indirectly, in writing, orally, electronically, or by inspection of Software or other tangible materials (collectively, "Confidential Information").
You shall not disclose any Confidential Information to third parties, and shall limit access to Confidential Information to those of your employees who have a legitimate need to know such information solely for the purposes of this Agreement and who are bound by confidentiality obligations no less protective than those set forth herein. You shall use at least reasonable measures to protect the secrecy of, and to avoid disclosure and unauthorized use of, the Confidential Information. You shall immediately notify the Licensor in writing in the event of any known or suspected unauthorized use or disclosure of the Confidential Information and shall reasonably cooperate with Licensor in any efforts to prevent or remediate such unauthorized use or disclosure.
7. Termination. This Agreement shall become effective upon your acceptance of its terms and shall remain in effect for an initial term of twelve (12) months ("License Term"), unless earlier terminated as provided herein.
This Agreement shall automatically terminate upon the earliest of: (i) your failure to comply with any term or condition of this Agreement, or (ii) expiration of the License Term, unless renewed in writing by Licensor. At Licensor’s discretion, and upon your request, the License Term may be renewed for additional twelve (12) month periods, subject to Licensor’s approval and any applicable terms and conditions.
Upon termination of this Agreement for any reason, all rights granted to you under this Agreement shall immediately cease, and you shall certify in writing to Licensor that all copies of the Software, or any portion thereof, have either been returned to Licensor or otherwise destroyed or deleted from any of your computer libraries or storage devices.
The provisions of this Agreement that by their nature should survive termination, including without limitation ownership, confidentiality, license restrictions, disclaimers, and limitation of liability, shall survive termination or expiration of this Agreement.
8. WARRANTY DISCLAIMER. THE SOFTWARE IS PROVIDED AT NO COST AND "AS IS" AND "AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND. YOU ASSUME ALL RISK ARISING OUT OF SELECTION OF THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE SOFTWARE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, ACCURACY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SOFTWARE AND ANY RELATED DOCUMENTATION AND OTHER MATERIALS.
LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION OR ERROR, BE SECURE, OR BE FREE FROM DEFECTS, NOR DOES LICENSOR WARRANT AGAINST INTERFERENCE WITH YOUR USE OR ENJOYMENT OF THE SOFTWARE OR AGAINST INFRINGEMENT OF THIRD‑PARTY RIGHTS.
9. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL LICENSOR BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES WHATSOEVER, OR FOR ANY DAMAGES RELATING TO THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, LOSS OF PROFITS, LOSS OF BUSINESS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA, OR ANY OTHER ECONOMIC OR PECUNIARY LOSS, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH LIABILITY IS ASSERTING AND NOTWITHSTANDING ANY FAILURE OF ANY EXCLUSIVE REMEDY.
IN NO EVENT SHALL LICENSOR’S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT OR THE SOFTWARE EXCEED ONE HUNDRED DOLLARS ($US 100.00).
THE FOREGOING EXCLUSIONS AND LIMITATIONS OF LIABILITY AND DAMAGES SHALL NOT APPLY TO LIABILITY FOR PERSONAL INJURY TO YOU OR TO THE EXTENT SUCH LIABILITY CANNOT BE EXCLUDED UNDER APPLICABLE LAW.
10. Export Restrictions. The Software, Documentation, and related materials may be subject to import, export or re-export regulation of the United States and other countries.You may not import, export or re-export the Software, Documentation, or any other materials provided under this Agreement to any country, jurisdiction or person to which the import, export, re-export or release is prohibited by applicable law without first obtaining Denodo written consent and completing all required undertakings (including obtaining any necessary import or export license or other governmental approval).
11. Audit Right. Licensor reserves the right to audit your use of the Software to verify compliance with this Agreement. You agree to cooperate fully and promptly with any such audit and to provide reasonable access to relevant records and systems.
12. U.S. Government End Users. Software and/or Documentation delivered to U.S. Government end users are "commercial computer software” pursuant to the applicable Federal Acquisition Regulation and agency-specific supplemental regulations. As such, use, duplication, disclosure, modification, and adaptation of the Software and/or Documentation shall be subject to the license terms and license restrictions set forth in this Agreement. No other rights are granted to the U.S. Government.
13. Privacy. Licensor’s collection and use of personal information in connection with your download, installation, or use of the Software is governed by Licensor’s Privacy Notice, available at https://www.denodo.com/en/privacy-notice. By downloading, installing, or using the Software, you acknowledge that you have reviewed the Privacy Notice and consent to the processing of personal information as described therein. Licensor may update the Privacy Notice from time to time, and continued use of the Software constitutes acceptance of the then‑current Privacy Notice.
14. General.
This Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding any conflicts of laws principles. You agree to the exclusive jurisdiction and venue of the state and federal courts located in Santa Clara County, California.
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, unenforceable, or contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect.
You may not assign this agreement, whether by operation of law, merger or reorganization, without the prior written consent of Licensor. Any attempted assignment in violation of the foregoing will be null and void.
This Agreement constitutes the final, complete and exclusive agreement between the parties with respect to your use of the Software, Documentation and related materials, and supersedes any prior or contemporaneous representations or agreements, whether written or oral.
All company names, marks, logos, and product names displayed in the Software, Documentation and related materials are the property of their respective owners and are protected by applicable copyright, trademark and intellectual property laws. You may not use, reproduce or distribute any such company names, marks, logos or product names without the express written consent of their respective owners.
Section headings in this Agreement are inserted for convenience only and do not affect its interpretation.
15. Questions. Should you have any questions concerning this Agreement, or if you desire to contact the Licensor for any reason, please contact legal@denodo.com.
BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY ALL OF ITS TERMS AND CONDITIONS. IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND SUCH ENTITY.
IF YOU HAVE NOT READ THIS AGREEMENT, DO NOT AGREE TO BE LEGALLY BOUND BY ITS TERMS, OR DO NOT HAVE AUTHORITY TO BIND THE APPLICABLE ENTITY, YOU MUST NOT ACCEPT THIS AGREEMENT OR USE THE SOFTWARE.